SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 7)*

Under the Securities Exchange Act of 1934

QTS Realty Trust, Inc.

(Name of Issuer)

Class A common stock, $0.01 par value per share

(Title of Class of Securities)

74736A 103

(CUSIP Number)

Matt N. Thomson

General Counsel

QTS Realty Trust, Inc.

12851 Foster Street

Overland Park, Kansas 66213

(913) 814-9988

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

June 7, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)	Names of reporting persons Chad L. Williams
(2)	Check the appropriate box if a Member of a Group (a)   ¨ (b)   ¨
(3)	SEC use only
(4)	Source of funds PF, WC, OO
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
(6)	Citizenship or place of organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	(7)	Sole voting power 7,143,962*
	(8)	Shared voting power 0
	(9)	Sole dispositive power 7,143,962 *
	(10)	Shared dispositive power 0

(11)	Aggregate amount beneficially owned by each reporting person 7,143,962 *
(12)	Check if the aggregate amount in Row (11) excludes certain shares ¨
(13)	Percent of class represented by amount in Row (11) 9.4**%
(14)	Type of reporting person IN

*Consists of: (A) 270,699 shares of Class A common stock, $0.01 par value per share (“Class A common stock”), (B) 124,481 shares of Class B common stock, $0.01 par value per share (“Class B common stock”), which are redeemable for a maximum of 124,481 shares of Class A common stock, (C) 6,099,887 Class A units of QualityTech, LP (“the Operating Partnership”), which are redeemable for a maximum of 6,099,887 shares of Class A common stock and (D) 648,895 options to purchase Class A common stock, which are exercisable or will become exercisable within 60 days of the date of filing this schedule, for a maximum of 648,895 shares of Class A common stock.

** Assumes a total of 68,804,148 shares of Class A common stock are outstanding as of June 4, 2021, as increased by the right to acquire additional Class A common stock as described herein.

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EXPLANATORY NOTE

This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D relates to the shares of Class A common stock of QTS Realty Trust, Inc., a Maryland corporation (the “Issuer”), and is being filed to amend the Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on October 25, 2013, as amended (the “Schedule 13D”).  The Issuer is the general partner of the Operating Partnership.  As disclosed in more detail in Item 5 below, Chad L. Williams (the “Reporting Person”) currently beneficially owns (A)  270,699 shares of Class A common stock, (B)  124,481 shares of Class B common stock, which are redeemable for a maximum of 124,481 shares of Class A common stock, (C)  6,099,887 Class A units of the Operating Partnership (the “Class A units”), which are redeemable for a maximum of 6,099,887 shares of Class A common stock, and (D) 648,895 options to purchase Class A common stock, which are exercisable or will become exercisable within 60 days of the date of filing this schedule, for a maximum of 648,895 shares of Class A common stock.  Pursuant to the terms of the Class A units, the Reporting Person may redeem the Class A units for cash or, at the Issuer’s election, shares of the Issuer’s Class A common stock. Pursuant to the Issuer’s Articles of Amendment and Restatement, as amended, the Class B common stock automatically convert into Class A common stock in certain circumstances and is convertible at any time into Class A common stock at the option of the holder.

Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 7 shall have the meaning assigned to such term in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended to add the following:

On June 7, 2021, the Reporting Person and certain of his affiliates (each, a “CW Party” and together, the “CW Parties”) entered into a Support Agreement (the “Support Agreement”) with Volt Upper Holdings LLC, a Delaware limited liability company (“Parent”), in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 7, 2021, by and among the Issuer, the Operating Partnership, Parent, Volt Lower Holdings LLC, a Delaware limited liability company (“Merger Sub I”), and Volt Acquisition LP, a Delaware limited partnership (“Merger Sub II”). Parent, Merger Sub I and Merger Sub II are affiliates of Blackstone Infrastructure Partners L.P. and BREIT Operating Partnership L.P. (“BREIT OP”), which are affiliates of The Blackstone Group Inc. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing, Merger Sub II will merge with and into the Operating Partnership (the “Partnership Merger”) and, immediately following the Partnership Merger, the Issuer will merge with and into Merger Sub I (the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Partnership Merger, the Operating Partnership will survive (the “Surviving Partnership) and the separate existence of Merger Sub II will cease. Upon completion of the Company Merger, Merger Sub I will survive (the “Surviving Company”) and the separate existence of the Issuer will cease. Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Company Merger (the “Company Merger Effective Time”), each share of Class A common stock, other than shares owned by Parent, Merger Sub I or any subsidiary of Parent, the Issuer or Merger Sub I, that is issued and outstanding immediately prior to the Company Merger Effective Time will automatically be converted into the right to receive an amount in cash equal to $78.00, without interest (the “Per Company Share Merger Consideration”).

Pursuant to the Support Agreement, each CW Party has agreed, among other things, that at any meeting of the stockholders of the Issuer or partners of the Operating Partnership, including the Company Shareholders’ Meeting (as defined in the Merger Agreement), and in connection with any written consent of the stockholders of the Issuer or partners of the Operating Partnership, the CW Party will appear at each such meeting or otherwise cause the shares of Class A common stock, Class B common stock, Series A Preferred Stock (as defined in the Merger Agreement) and Series B Preferred Stock (as defined in the Merger Agreement) (or any securities convertible into or exercisable or exchangeable for any of the foregoing, including the Class A units) beneficially owned by it and any other shares it may acquire during the term of the Support Agreement (the “Covered Shares”) to be counted as present for purposes of establishing a quorum and will vote (or cause to be voted) all of such CW Party’s Covered Shares (a) in favor of the approval of the Company Merger, (b) against any Company Acquisition Proposal (as defined in the Merger Agreement), and (c) against any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Mergers or other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Issuer or the Operating Partnership under the Merger Agreement or of a CW Party under the Support Agreement. In addition, each CW Party agreed not to Transfer (as that term is defined in the Support Agreement) any of the Covered Shares during the term of the Support Agreement.

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The Support Agreement will terminate upon the earliest to occur of (a) the Company Merger Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, and (c) any amendment to the Merger Agreement effected without the consent of the Stockholder that is an Adverse Amendment (as defined in the Support Agreement).

The Support Agreement applies to the Reporting Person in his individual capacity as a stockholder of the Issuer and does not limit or restrict the Reporting Person in acting in his capacity as a director or officer of the Issuer and in exercising his fiduciary duties and responsibilities in such capacities.

On June 7, 2021, the CW Parties also entered into a letter agreement (the “Letter Agreement”) with Parent, Merger Sub I and Merger Sub II in connection with the Merger Agreement and with respect to certain provisions of (a) the Tax Protection Agreement, dated as of October 15, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Tax Protection Agreement”), by and among the Issuer, the Operating Partnership and the signatories party thereto, and (b) the Employment Agreement entered into on April 11, 2017 and effective as of April 3, 2017 (as amended June 23, 2017) by and among the Issuer, the Operating Partnership, Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Operating Partnership (the “Employer”), and the Reporting Person (the “Employment Agreement”), pursuant to which the Employer employs the Reporting Person and the Reporting Person serves as Chief Executive Officer of the Issuer, the Operating Partnership and the Employer.

The Merger Agreement provides that, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each outstanding Class A unit, other than Class A units held by the Issuer or any of the Issuer’s wholly-owned subsidiaries or Parent, Merger Sub II or any of their respective wholly-owned subsidiaries, that is issued and outstanding immediately prior to the Partnership Merger Effective Time will automatically be converted into, and will be cancelled in exchange for, the right to receive an amount in cash equal to the Per Company Share Merger Consideration, without interest (the “Per Partnership Unit Merger Consideration”), or in lieu of receiving the Per Partnership Unit Merger Consideration, each Class A unit may elect to retain such Class A unit as a Class A partnership unit in the Surviving Partnership. Pursuant to the Letter Agreement and subject to the terms and conditions of the Merger Agreement, the CW Parties agreed, among other things, to irrevocably and unconditionally elect to (a) retain in the Partnership Merger, in lieu of the Per Partnership Unit Merger Consideration to which the CW Parties would otherwise be entitled, a total of 5,489,898 Class A units (the “Retained Class A Partnership Units”) and (b) receive in the Partnership Merger the Per Partnership Unit Merger Consideration in respect of a total of 609,989 Class A units (the “Cash-out Class A Partnership Units” and together with the Retained Class A Partnership Units, the “Owned Units”). In addition, the CW Parties agreed not to Transfer (as defined in the Letter Agreement) any of the Owned Units through the Partnership Merger Effective Time.

The Letter Agreement provides that the Operating Partnership will make a payment, solely with respect to Cash-out Class A Partnership Units, to each CW Party who is a Tax Protected Party (as defined in the Letter Agreement) pursuant to the terms of the Tax Protection Agreement and with such amounts calculated in accordance with the terms of the Letter Agreement. The Letter Agreement also provides that (a) all of the restrictions in the Tax Protection Agreement will continue to apply with respect to any Tax Protected Party that holds Retained Class A Partnership Units after the closing of the Mergers, (b) the Surviving Company and the Operating Partnership will be bound by the Tax Protection Agreement and (c) the Tax Protection Period (as defined in the Tax Protection Agreement) will be extended such that it will end at 12:01 a.m. on October 1, 2033.

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In addition, the Letter Agreement provides that in the event the Reporting Person’s employment is terminated without Cause (as defined in the Employment Agreement) or by the Reporting Person for Good Reason (as defined in the Employment Agreement, as amended by the Letter Agreement) upon or following the closing of the Mergers, the CW Parties will be entitled to exercise an exchange right to exchange the Retained Class A Partnership Units for Class I units of BREIT OP subject to the terms and conditions set forth in the Operating Partnership’s partnership agreement (other than with respect to limitations on the number of Retained Class A Partnership Units that may be subject to the exchange right during certain 12-month and 24-month periods), as expected to be amended in connection with the closing of the Mergers. In addition, the Letter Agreement provides that (a) effective as of the closing of the Mergers, the definition of “Good Reason” in the Employment Agreement will be modified and (b) a termination of the Reporting Person’s employment as a result of the Employer’s delivery, within two years following the closing of the Mergers, of notice that the Employment Agreement will not be renewed, will constitute a triggering event under the Employment Agreement.

The Letter Agreement will terminate upon the termination of the Merger Agreement.

The foregoing descriptions of the Support Agreement and the Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the Support Agreement and the Letter Agreement, respectively, which are attached hereto as Exhibit A and Exhibit B, respectively, and are incorporated herein by reference. In addition, reference is made to the Merger Agreement, which will be included as Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on June 7, 2021.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended and replaced in its entirety with the following:

(a) As of the date of this report, the Reporting Person is deemed to beneficially own an aggregate of 7,143,962 shares of Class A common stock. As noted above, the shares of Class A common stock the Reporting Person is deemed to beneficially own is based upon the Reporting Person’s beneficial ownership of 270,699 shares of Class A common stock, 124,481 shares of Class B common stock (which are redeemable for a maximum of 124,481 shares of Class A common stock), 6,099,887 Class A units (which may be redeemed by the Reporting Person for cash or, at the Issuer’s election, for a maximum of 6,099,887 shares of the Issuer’s Class A common stock) and 648,895 options to purchase Class A common stock (which are exercisable or will become exercisable within 60 days of the date of filing this schedule for a maximum of 648,895 shares of Class A common stock).

The Reporting Person’s holdings represent approximately 9.4% of the outstanding class of Class A common stock, based upon a total of 68,804,148 shares of Class A common stock outstanding as of June 4, 2021, as increased by the right to acquire additional Class A common stock as described herein.

(b) Number of shares to which the Reporting Person has:

i. Sole power to vote or to direct the vote: 7,143,962

ii. Shared power to vote or to direct the vote: 0

iii. Sole power to dispose or to direct the disposition of: 7,143,962

iv. Shared power to dispose or to direct the disposition of: 0

(c) On January 25, 2021, the Reporting Person sold 7,378 shares of Class A common stock pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person (the “Rule 10b5-1 Plan”) at a weighted average price of $66.0278 per share. The shares were sold at prices ranging from $66.00 to $66.15, inclusive. On January 25, 2021, prior to such sales, 7,378 shares of Class A common stock were acquired upon the redemption of 7,378 Class A units of the Operating Partnership and 151 shares of Class A common stock were acquired upon the automatic conversion of 151 shares of Class B common stock in connection with the redemption of the Class A units of the Operating Partnership.

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On January 26, 2021, the Reporting Person sold 49,258 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $66.5591 per share. The shares were sold at prices ranging from $66.04 to $67.03, inclusive. On January 26, 2021, the Reporting Person also sold 6,200 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.1179 per share. The shares were sold at prices ranging from $67.04 to $67.23, inclusive. On January 26, 2021, prior to such sales, 55,458 shares of Class A common stock were acquired upon the redemption of 55,458 Class A units of the Operating Partnership and 1,132 shares of Class A common stock were acquired upon the automatic conversion of 1,132 shares of Class B common stock in connection with the redemption of the Class A units of the Operating Partnership.

On January 27, 2021, the Reporting Person sold 3,797 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.0451 per share. The shares were sold at prices ranging from $67.00 to $67.17, inclusive. On January 27, 2021, prior to such sales, 3,797 shares of Class A common stock were acquired upon the Reporting Person’s redemption of 3,797 Class A units of the Operating Partnership and 78 shares of Class A common stock were acquired upon the automatic conversion of 78 shares of Class B common stock upon the redemption of the Class A units of the Operating Partnership.

On February 3, 2021, the Reporting Person sold 100 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a price of $67.00 per share. On February 3, 2021, prior to such sales, 100 shares of Class A common stock were acquired upon the redemption of 100 Class A units of the Operating Partnership and 3 shares of Class A common stock were acquired upon the automatic conversion of 3 shares of Class B common stock in connection with the redemption of the Class A units of the Operating Partnership.

On February 10, 2021, the Reporting Person sold 300 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.0033 per share. The shares were sold at prices ranging from $67.00 to $67.01, inclusive. On February 10, 2021, prior to such sales, 300 shares of Class A common stock were acquired upon the Reporting Person’s redemption of 300 Class A units of the Operating Partnership and 7 shares of Class A common stock were acquired upon the automatic conversion of 7 shares of Class B common stock upon the redemption of the Class A units of the Operating Partnership.

On April 20, 2021, the Reporting Person sold 1,100 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.07 per share. The shares were sold at prices ranging from $67.00 to $67.20, inclusive. On April 20, 2021, prior to such sales, 1,100 shares of Class A common stock were acquired upon the Reporting Person’s redemption of 1,100 Class A units of the Operating Partnership and 23 shares of Class A common stock were acquired upon the automatic conversion of 23 shares of Class B common stock upon the redemption of the Class A units of the Operating Partnership.

On April 21, 2021, the Reporting Person sold 15,250 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.0919 per share. The shares were sold at prices ranging from $67.00 to $67.22, inclusive. On April 21, 2021, prior to such sales, 15,250 shares of Class A common stock were acquired upon the Reporting Person’s redemption of 15,250 Class A units of the Operating Partnership and 312 shares of Class A common stock were acquired upon the automatic conversion of 312 shares of Class B common stock upon the redemption of the Class A units of the Operating Partnership.

On April 22, 2021, the Reporting Person sold 6,330 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.0814 per share. The shares were sold at prices ranging from $67.00 to $67.27, inclusive. On April 22, 2021, prior to such sales, 6,330 shares of Class A common stock were acquired upon the Reporting Person’s redemption of 6,330 Class A units of the Operating Partnership and 130 shares of Class A common stock were acquired upon the automatic conversion of 130 shares of Class B common stock upon the redemption of the Class A units of the Operating Partnership.

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On April 23, 2021, the Reporting Person sold 2,400 shares of Class A common stock pursuant to the Rule 10b5-1 Plan at a weighted average price of $67.0225 per share. The shares were sold at prices ranging from $67.00 to $67.06, inclusive. On April 23, 2021, prior to such sales, 2,400 shares of Class A common stock were acquired upon the Reporting Person’s redemption of 2,400 Class A units of the Operating Partnership and 49 shares of Class A common stock were acquired upon the automatic conversion of 49 shares of Class B common stock upon the redemption of the Class A units of the Operating Partnership.

The Reporting Person undertakes to provide any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended to add the following:

On June 7, 2021, the Reporting Person and certain of his affiliates entered into the Support Agreement and the Letter Agreement, each as defined and described in Item 4 above, which are attached hereto as Exhibit A and Exhibit B, respectively.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended to add the following exhibits:

Exhibit A Support Agreement, dated as of June 7, 2021, by and between Volt Upper Holdings LLC and the stockholders party thereto

Exhibit B Letter Agreement, dated as of June 7, 2021, by and among Chad L. Williams, his affiliates signatory thereto, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 7 to Schedule 13D is true, complete and correct.

Dated: June 7, 2021

/s/ Chad L. Williams

Chad L. Williams

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EX-99.(A)

Exhibit A

Execution Version

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of June 7, 2021, is entered into by and between Volt Upper Holdings LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, together, the “Stockholders”).

RECITALS

WHEREAS, concurrently herewith, QTS Realty Trust, Inc., a Maryland corporation (the “Company”), QualityTech, LP, a Delaware limited partnership (the “Partnership”), Parent, Volt Lower Holdings LLC, a Delaware limited liability company (“Merger Sub I”) and Volt Acquisition LP, a Delaware limited partnership (“Merger Sub II”) are entering into an Agreement and Plan of Merger dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not otherwise defined in this Agreement and the term “affiliate” shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject to the terms and conditions set forth therein) (i) the Company will merge with and into Merger Sub I, with Merger Sub I surviving such merger and (ii) Merger Sub II will merge with and into the Partnership, with the Partnership surviving such merger (collectively, the “Mergers”);

WHEREAS, as of the date hereof, each Stockholder is the record and a “beneficial owner” (as used within this Agreement, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) of and is entitled to dispose of and vote the number of Company Class A Shares and Company Class B Shares, in each case, as set forth opposite such Stockholder’s name on Schedule A hereto (the “Owned Shares”; the Owned Shares and any additional Company Class A Shares, Company Class B Shares, Company Series A Preferred Shares or Company Series B Preferred Shares (or any securities convertible into or exercisable or exchangeable for any of the foregoing, including the Partnership Units set forth opposite such Stockholder’s name on Schedule A (the “Owned Units”)) in which such Stockholder has or acquires record or beneficial ownership on or after the date hereof and up to the date on which the Company Requisite Vote is obtained, including by purchase, as a result of a stock dividend or distribution, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Covered Shares”); and

WHEREAS, as a condition and inducement to the willingness of Parent to enter into the Merger Agreement, the parties hereto are entering into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.             Agreement to Vote. Prior to the Termination Date (as defined herein), each Stockholder, in its capacity as a stockholder of the Company or partner of the Partnership, irrevocably and unconditionally agrees that, at any meeting of the stockholders of the Company or partners of the Partnership (whether annual or special and whether or not an adjourned or postponed meeting), including the Company Shareholders’ Meeting, and in connection with any written consent of the stockholders of the Company or partners of the Partnership or in any other circumstances where a vote of stockholders of the Company or partners of the Partnership is sought, such Stockholder shall:

(a)               when such meeting is held, appear at such meeting or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for the purpose of establishing a quorum;

(b)               vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares owned as of the record date for such meeting (or the date that any written consent is executed by such Stockholder) in favor of the adoption of the Merger Agreement and the approval of the Company Merger or Partnership Merger, as applicable, and any other matters necessary or presented or proposed for consummation of the Mergers and the other transactions contemplated by the Merger Agreement; and

(c)               vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares against any Company Acquisition Proposal and any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Mergers or other transactions contemplated by the Merger Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company or the Partnership under the Merger Agreement or of Stockholder under this Agreement.

The obligations of the Stockholder specified in this Section 1 shall apply whether or not (A) the Company Merger or any action described above is recommended by the Company Board, (B) the Partnership Merger or any action described above is approved or recommended by the general partner of the Partnership or (C) the Company Board, the general partner of the Partnership or any of their committees have effected an Adverse Recommendation Change. Nothing in this Agreement shall limit or restrict a Stockholder, or any affiliate or designee of such Stockholder, who serves as a member of the Company Board or as an officer of the Company in acting in his or her capacity as a director or officer of the Company and exercising his or her fiduciary duties and responsibilities in such capacity; it being understood that this Agreement shall apply to such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company or partner of the Partnership and shall not apply to such Stockholder’s, Affiliate’s or designee’s actions, judgments or decisions as a director or officer of the Company. Notwithstanding anything to the contrary herein, in the event that a vote or consent of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that reduces the amount or changes the form of consideration payable in the Merger or otherwise materially amends the Merger Agreement in a manner adverse to the Stockholder (any such amendment, an “Adverse Amendment”), the provisions of this Section 1 shall not apply with respect to the Stockholder’s vote or consent with respect to such Adverse Amendment (unless the Stockholder consents to such Adverse Amendment).

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2.           No Inconsistent Agreements. Each Stockholder covenants and agrees that such Stockholder shall not, at any time prior to the Termination Date, (i) enter into any voting agreement or arrangement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (ii) grant or permit the grant of a proxy, power of attorney or other authorization or consent with respect to any of such Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, (iii) enter into any Contract or other undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent such Stockholder from satisfying, its obligations pursuant to this Agreement, (iv) take or permit to take any other action that would in any way interfere with, or prohibit or prevent such Stockholder from satisfying, its obligations pursuant to this Agreement or (v) knowingly approve or consent to any of the foregoing.

3.             Termination. This Agreement shall automatically terminate upon the earliest of (i) the Company Merger Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) and any amendment to the Merger Agreement effected without the consent of the Stockholder that is an Adverse Amendment (such earliest date being referred to herein as the “Termination Date”); provided, that the provisions set forth in this Section 3 and Sections 8-20 shall survive the termination of this Agreement; provided, further, nothing herein shall relieve any party hereto of any liability for any willful breach of this Agreement prior to such termination; provided, however, that in no event shall a Stockholder have any liability for any damages resulting from a breach of this Agreement other than in connection with a willful breach of this Agreement by such Stockholder.

4.             Representations and Warranties of the Stockholder. Each Stockholder hereby represents and warrants to Parent as follows:

(a)               Such Stockholder is a beneficial owner and the only record owner of, and has good, valid and marketable title to, such Stockholder’s Covered Shares, free and clear of Liens other than as created by this Agreement or any other agreement entered into between such Stockholder and Parent. As of the date hereof, other than the Owned Shares and Owned Units, the Stockholder does not own beneficially or of record, and does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Company Class A Shares, Company Class B Shares, Company Series A Preferred Shares or Company Series B Preferred Shares (or any securities convertible into or exchangeable or exercisable for any of the foregoing) or any interest therein.

(b)               Such Stockholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into any voting agreement or arrangement or voting trust with respect to any of such Stockholder’s Covered Shares that is inconsistent with its obligations pursuant to this Agreement, (iii) has not granted a proxy, power of attorney or other authorization or consent with respect to any of such Stockholder’s Covered Shares that is inconsistent with its obligations pursuant to this Agreement and (iv) has not entered into any Contract or other undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent such Stockholder from satisfying, its obligations pursuant to this Agreement.

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(c)               To the extent such Stockholder is not a natural Person, such Stockholder (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. To the extent such Stockholder is a natural Person, such Stockholder has full legal capacity and authority to enter into this Agreement and carry out its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, constitutes a valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

(d)               Other than the filings and reports pursuant to and in compliance with the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental Entity in connection with the execution, delivery and performance by such Stockholder of this Agreement.

(e)               The execution, delivery and performance of this Agreement by such Stockholder does not and will not constitute or result in (i) with respect to a Stockholder that is not a natural Person, a breach or violation of, or a default under, the limited partnership agreement, limited liability company agreement or similar governing documents of such Stockholder or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification, cancellation or acceleration (or the right of modification, cancellation or acceleration) of any obligations under or the creation of a Lien on any of the properties, rights or assets (including the Covered Shares) of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming compliance with the matters referred to in Section 4(d), under any applicable Law to which such Stockholder is subject, except, in the case of clause (ii), for any such breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement.

(f)                As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that questions the beneficial or record ownership of such Stockholder’s Owned Shares or Owned Units or the validity of this Agreement, or that could reasonably be expected to prevent or materially delay such Stockholder’s ability to perform its obligations hereunder.

(g)               Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained herein.

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5.           Certain Covenants of each Stockholder. Except in accordance with the terms of this Agreement, each Stockholder covenants and agrees as follows:

(a)               No Solicitation. Such Stockholder shall not, nor shall it, direct, authorize or permit any of its Representatives to, and shall use its reasonable best effort to cause its Representatives not to, directly or indirectly, take any action that would violate Section 5.6 of the Merger Agreement (or cause the Company to violate Section 5.6 of the Merger Agreement) if such Stockholder were deemed a Representative of the Company for purposes of such Section 5.6 of the Merger Agreement; provided, that to the extent that the Company is permitted to take any action and/or not prohibited from taking any action pursuant to Section 5.6 of the Merger Agreement, such Stockholder also shall be so permitted and/or not prohibited; provided, further, that the foregoing shall not serve to limit or restrict any actions taken by Shareholder in any capacity other than as stockholder of the Company. Notwithstanding anything to the contrary herein, this Agreement shall not restrict the ability of any Stockholder to review any Company Acquisition Proposal and to discuss and confirm to the Company and to any party who has submitted a Company Acquisition Proposal, including any Company Acquisition Proposal that the Company Board shall have determined constitutes a Superior Proposal, the willingness of such Stockholder to support and sign a voting agreement in the event of any termination of the Merger Agreement in accordance with its terms in connection with such Superior Proposal.

(b)               Transfer of the Covered Shares. Such Stockholder hereby agrees not to, directly or indirectly, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert, gift-over or otherwise dispose of (including by sale, merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any Contract, option or other agreement, arrangement or understanding with respect to the Transfer of any of such Stockholder’s Covered Shares or (ii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement. Any Transfer in violation of this Section 5 with respect to the Stockholder’s Covered Shares shall be null and void.

(c)               Waiver of Appraisal and Dissenters’ Rights and Actions. Such Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Mergers that such Stockholder may have (it being expressly acknowledged that no dissenters’ or appraisal rights shall be available with respect to the Mergers) and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of any class in, any class action with respect to any action or claim, derivative or otherwise, against Parent, the Company, the Partnership or any other Company Subsidiaries or affiliates and each of their successors and assigns and their respective directors and officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Mergers, including any such claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Mergers) or (B) alleging a breach of any fiduciary duty of the Company Board or the general partner of the Partnership in connection with the Merger Agreement or the transactions contemplated thereby.

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6.           Further Assurances. From time to time, at Parent’s request and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement.

7.            Changes in Capital Stock. In the event of a stock split, stock dividend or distribution, or any change in the Company’s capital stock or partnership interests in the Partnership by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like between the date of this Agreement and the Company Merger Effective Time, the terms “Owned Shares”, “Owned Units” and “Covered Shares” shall be deemed to refer to and include such shares or partnership interests as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares or partnership interests may be changed or exchanged or which are received in such transaction.

8.             Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each of the parties hereto.

9.             Waiver. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of the party against which such waiver or extension is to be enforced. The failure or delay of a party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

10.          Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be delivered by hand, by prepaid overnight carrier or by electronic mail to the parties hereto at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

if to any Stockholder:

c/o Quality Group of Companies

12851 Foster Street

Overland Park, KS 66213

Attention: Chad L. Williams

with a copy (which shall not constitute notice) to:

Quality Group of Companies

12851 Foster Street

Overland Park, KS 66213

Attention:	Chris Bauer
Email:	chris.bauer@qualitygc.com

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if to Parent, to it at:

Volt Upper Holdings LLC

c/o The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Attn:	Tyler Henritze
	Greg Blank
	Michael Diverio
	Mike Forman

Email: realestatenotices@blackstone.com

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention:	Brian M. Stadler
	Anthony F. Vernace

Email:	bstadler@stblaw.com
	avernace@stblaw.com

Each such notice and communication shall be deemed to have been duly given or made (a) if delivered by hand, when such delivery is made at the address specified in this Section 10, (b) if delivered by overnight courier service, the next Business Day after it is sent to the addresses specified in this Section 10, or (c) if delivered by electronic mail, on the date of sending (or if sent after 5:00 p.m. (New York City time) on the next day) if no automated notice of delivery failure is received by the sender.

11.           No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares of the Stockholders shall remain vested in and belong to the applicable Stockholder, and Parent shall have no authority to direct the Stockholders in the voting or disposition of any of the Covered Shares, except as otherwise provided herein. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any other Person for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable Law.

12.           Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. Each of the parties hereto hereby acknowledges and agrees, on behalf of itself, its affiliates and each of their respective Representatives, that, in connection with such party’s entry into this Agreement, neither such party nor any of its affiliates or any of their respective Representatives has relied on any representations or warranties except, in the case of Parent, for the representations and warranties of the Stockholders expressly set forth in Section 4 of this Agreement.

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13.         No Third-Party Beneficiaries. This Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this Agreement may only be enforced against, and any suit, claim, action, investigation or proceeding that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto.

14.           Governing Law and Venue; Service of Process; Waiver of Jury Trial.

(a)               This Agreement and all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of Maryland (other than with respect to issues relating to the Mergers that are required to be governed by the DRULPA or DLLCA), in each case without regard to its rules of conflict of laws that would result in the application of any laws other than those specified above. Each of the parties hereto hereby (i) irrevocably submits to and agrees to be subject to the personal jurisdiction of the Circuit Court of Baltimore City, Maryland and/or the U.S. District Court for the District of Maryland (the “Chosen Courts”), for the purpose of any claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement hereof, (ii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iv) agrees that it will not (except for a suit on the judgment as expressly permitted by the final sentence of this Section 14(a)) bring any claim, action, suit or proceeding relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Chosen Court. In any judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Courts of the State of Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto irrevocably consents to the service of the summons and complaint and any other process in any other claim, suit, action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided by Section 10 hereof and nothing in this Section 14 hereof shall affect the right of any party hereto to serve legal process in any other manner permitted by Law. Each party hereto agrees that a final judgment in any claim, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b)               EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(b).

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15.           Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable or delegable (as the case may be), in whole or in part, by operation of Law or otherwise, without the prior written consent of Parent (in the case of an assignment or delegation by any Stockholder) and Stockholders (in the case of an assignment or delegation by Parent), and any attempted or purported assignment or delegation in violation of this Section 15 shall be null and void. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns in accordance with and subject to the terms of this Agreement.

16.           Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, may not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including each Stockholder’s obligations to vote its Covered Shares as provided in this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without any requirement for the posting of security, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (a) any party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

17.           Severability. If any term or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9 

18.          Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall be considered one and the same agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in ..pdf format shall be sufficient to bind the parties hereto to the terms and conditions of this Agreement.

19.           Interpretation and Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or is favoring any party by virtue of the authorship of any provision of this Agreement. The words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All references in this Agreement to Sections shall refer to sections of this Agreement unless the context shall require otherwise. The words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation.” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (unless Business Days are specified). When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any reference in this Agreement to “$” means U.S. dollars. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation, in each case, unless the context otherwise requires. Except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto, in each case as of the date hereof and only to the extent made available as of the date hereof. All representations, warranties, covenants and agreements of each Stockholder shall be deemed to be joint and several representations, warranties, covenants and agreements of all Stockholders.

20.           Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the transactions contemplated by the Merger Agreement, including the Mergers, are consummated.

[The remainder of this page is intentionally left blank.]

10 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized persons thereunto duly authorized) as of the date first written above.

VOLT UPPER HOLDINGS LLC
By:	/s/Greg Blank
Name:	Greg Blank
Title:	Senior Managing Director and Vice President
By:	/s/ Mike Forman
Name:	Mike Forman
Title:	Managing Director and Vice President

[Signature Page to Support Agreement]

STOCKHOLDER
By:	/s/Chad L. Williams
	Chad L. Williams
Chad L. Williams 2020 Insurance Trust u/t/a dated January 29, 2020
By:	/s/Norma J. Williams
Name: Norma J. Williams
Title:   Trustee
JCD Trust u/t/a dated December 22, 2020
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Trustee
Norma J. Williams 2020 Insurance Trust u/t/a dated January 29, 2020
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Settlor and Trustee

[Signature Page to Support Agreement]

Quality Investment Group QTS II, LLC
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Manager
Williams Nonexempt Family Trust u/t/a dated December 22, 2014
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Settlor and Trustee
Chad L. Williams 2019 GRAT #2 u/t/a dated June 10, 2019
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Settlor and Trustee
Chad L. Williams 2019 GRAT u/t/a dated April 8, 2019
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Settlor and Trustee

Chad L. Williams 2020 GRAT u/t/a dated July 8, 2020
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Settlor and Trustee
Williams Nonexempt Gifting Trust u/t/a dated February 9, 2016
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Settlor and Trustee
NDT No. 1 u/t/a dated October 4, 2013
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Trustee
NDT No. 2 u/t/a dated October 4, 2013
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Trustee

NDT No. 3 u/t/a dated October 4, 2013
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Trustee
Williams Family Trust u/t/a dated December 13, 2012
By:	/s/Mark Westhoff
Name: Mark Westhoff
Title:   Business trustee
Quality Technology Group, LLC
By:	/s/Chad L. Williams
Name:Chad L. Williams
Title:  Member
Chad L. Williams Revocable Trust u/t/a dated December 13, 2012
By:	/s/Chad L. Williams
Name:Chad L. Williams
Title:  Settlor and Trustee
Quality Investment Group QTS, LLC
By:	/s/Chad L. Williams
Name: Chad L. Williams
Title:   Member

EX-99.(B)

Exhibit B

June 7, 2021

Volt Upper Holdings LLC
Volt Lower Holdings LLC
Volt Acquisition LP
c/o The Blackstone Group, Inc.
345 Park Avenue
New York, NY 10154

Ladies and Gentlemen:

Reference is made to (i) that certain Agreement and Plan of Merger dated as of June 7, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the QTS Realty Trust, Inc. (the “Company”), QualityTech, LP (the “Partnership”), Volt Upper Holdings LLC (“Parent”), Volt Lower Holdings LLC (“Merger Sub I”) and Volt Acquisition LP (“Merger Sub II” and, together with Merger Sub I and Parent, the “Parent Entities”), pursuant to which (x) the Company shall be merged with and into Merger Sub I, with Merger Sub I continuing as the surviving entity (the “Surviving Company”), (y) Merger Sub II shall be merged with and into the Partnership, with the Partnership continuing as the surviving entity (the “Surviving Partnership”) and (z) the Surviving Company shall be the sole general partner of the Surviving Partnership; and (ii) that certain Tax Protection Agreement dated as of October 15, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Tax Protection Agreement”) by and among the Company, the Partnership and each “Protected Partner” (identified as a signatory thereto). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

The parties hereto agree as follows:

1.Election. Subject to Section 2.2(b)(iv) of the Merger Agreement and in accordance with Section 2.2(a) of the Merger Agreement, the Persons listed on Schedule A (the “CW Parties”) shall irrevocably and unconditionally elect (the “Agreed Election”) to (a) retain in the Partnership Merger, in lieu of the Per Partnership Unit Merger Consideration to which the CW Parties would otherwise be entitled, the number of Class A Partnership Units set forth in the column titled “Retained Class A Partnership Units” on Schedule A with respect to each CW Party (the “Retained Class A Partnership Units”) and (b) receive in the Partnership Merger the Per Partnership Unit Merger Consideration in respect of the number of Class A Partnership Units set forth in the column titled “Cash-out Class A Partnership Units” on Schedule A with respect to each CW Party (the “Cash-out Class A Partnership Units” and, together with the Retained Class A Partnership Units, the “Owned Units”).

2.Form of Election. The CW Parties shall (a) as promptly as practicable following receipt of the Form of Election, duly complete and return the Form of Election in a manner consistent with the Agreed Election and in accordance with the instructions set forth in the Form of Election and (b) subject to paragraph 8 below, not terminate or revoke such completed and returned Form of Election.

3. Tax Protection Agreement.

(a)The parties agree that, solely with respect to each CW Party who is a “Protected Partner” (as defined in the Tax Protection Agreement) (“Tax Protected Party”) and solely with respect to its Cash-out Class A Partnership Units, the Partnership shall make a payment to such Person pursuant to Article 4 of the Tax Protection Agreement solely with respect thereto, such amounts to be calculated in accordance with the principles set forth in Schedule B; provided, that the Protected Gain shall be adjusted to reflect the actual Protected Gain as of the Partnership Merger Effective Time; provided, further, that in no event shall the Protected Gain utilized in connection with the calculation of the payments required by this letter agreement exceed 10% of the Protected Gain provided by the Company in the file “6250 2020 Tax Protection Agreement Remedy Calculation.” Notwithstanding the foregoing, to the extent a Tax Protected Party does not elect to cash out any of its Class A Partnership Units, Schedule B shall not apply and the Partnership shall not make a payment to such Person.

(b)Each Tax Protected Party agrees and acknowledges that (i) the receipt by such Tax Protected Party of the Retained Class A Partnership Units in the Partnership Merger does not result in the application of the Tax Protection Agreement or any entitlement to any damages thereunder and (ii) none of the Parent Entities, the Surviving Company or the Surviving Partnership shall have any obligation or liability to, such Tax Protected Party pursuant to Article 4 of the Tax Protection Agreement, or otherwise, in connection with the transactions contemplated by the Merger Agreement or this letter agreement (including the Agreed Election), except as provided in paragraph 3(a) of this letter agreement. In addition, each Tax Protected Party acknowledges and agrees that at the time of contribution of the Protected Properties to the Partnership in 2009, the Partnership elected to use the “remedial method” under Regulations Section 1.704-3(d) with respect to such contribution, which resulted in a legal inability to apply the “traditional method” with respect to allocation of Section 704(c) built-in gain that existed at the time of such contribution, and that Article 5 of the Tax Protection Agreement always has been and continues to be (including after the Extension) inapplicable. Without limiting the foregoing, as of the Partnership Merger Effective Time, each Tax Protected Party, on its own behalf and on behalf of its former, current or future direct or indirect stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives, affiliates, and any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or affiliate of any of the foregoing, hereby releases and forever discharges the Surviving Partnership, the Surviving Company, the Parent Entities and their respective former, current or future direct or indirect stockholders, equity holders, controlling persons, portfolio companies, directors, officers, employees, general or limited partners, members, managers, trustees, attorneys, agents, representatives, affiliates, and any former, current or future direct or indirect stockholder, equity holder, controlling person, portfolio company, director, officer, employee, general or limited partner, member, manager, trustee, attorney, agent, representative or affiliate of any of the foregoing (each a “Released Party”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at Law and in equity, known or unknown, accrued or unaccrued, which have been, could have been or could be asserted against any Released Person under the Tax Protection Agreement as a result of, or in connection with, the transactions contemplated by the Merger Agreement or this letter agreement (including the Agreed Election and with respect to the prior and continued application of Article 5 of the Tax Protection Agreement), except as provided in paragraph 3(a) of this letter agreement.

(c)Effective as of the Company Merger Effective Time, Merger Sub I (as the Surviving Company, which will be the general partner of the Partnership) and Merger Sub II (which will merge into the Partnership), agree, for the benefit of the Tax Protected Parties (i) in accordance with the second paragraph of Section 2.3 and Section 9.3 of the Tax Protection Agreement, that all of the restrictions in the Tax Protection Agreement will continue to apply with respect to any Tax Protected Party that holds Retained Class A Partnership Units after the Closing Date and that the Surviving Company and the Partnership will be bound by the Tax Protection Agreement and (ii) to extend the “Tax Protection Period” (as defined in the Tax Protection Agreement) such that it shall end at 12.01 AM on October 1, 2033 (the “Extension”); provided, that, the Extension shall be conditional upon the consummation of the Partnership Merger and the compliance by the Tax Protected Parties of the terms of this letter agreement.

4.Transfer of Owned Units. From the date of this letter agreement to the Partnership Merger Effective Time, the CW Parties hereby agree not to, directly or indirectly, (i) sell, transfer, redeem, pledge, encumber, assign, hedge, swap, convert, gift-over or otherwise dispose of (including by sale, merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by liquidation or dissolution, by dividend or distribution, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any Contract, option or other agreement, arrangement or understanding with respect to the Transfer of any of the CW Parties’ Owned Units or (ii) take any action that would make any representation or warranty of the CW Parties contained herein untrue or incorrect or have the effect of preventing or disabling the CW Parties from performing their obligations under this Agreement. Any Transfer in violation of this paragraph 4 with respect to the CW Parties’ Owned Units shall be null and void. The parties hereto acknowledge that the election to retain Class A Partnership Units in the Partnership Merger and trust and estate planning Transfers otherwise permitted by the Partnership Agreement shall not constitute a Transfer for the purposes of this letter agreement provided that any transferee is already, or by a joinder agreement becomes, a party hereto.

5.Additional Liquidity Rights. Reference is made to that certain employment agreement entered into on April 11, 2017 and effective as of April 3, 2017 (as amended June 23, 2017) by and among the Company, the Partnership, Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Partnership (the “Employer”), and Chad L. Williams, a CW Party (the “Employment Agreement”), pursuant to which the Employer employs Mr. Williams and Mr. Williams serves as Chief Executive Officer of the Company, the Partnership and the Employer. In the event that Mr. Williams’ employment is terminated without Cause (as defined in the Employment Agreement) or by Mr. Williams for Good Reason (as defined in the Employment Agreement, as amended in paragraph 6 below) upon or following the Closing, the CW Parties shall be entitled to exercise the Exchange Right, as defined in the Partnership Agreement (the “Termination Exchange Right”), with respect to the Retained Class A Partnership Units; provided, that for purposes of exercising the Termination Exchange Right, the Lock-up Expiry Date shall be deemed to mean Mr. Williams’ employment termination date; provided, further, that the Termination Exchange Right shall otherwise be subject to the terms and conditions of the Exchange Right set forth in the Partnership Agreement, other than limitations set forth in Section 8.6A of the Partnership Agreement on the number of Class A Units that may be subject to an Exchange Notice during any twelve (12) month period. In exchange for the good and valuable consideration provided herein, Mr. Williams hereby agrees that the consummation of the transactions contemplated by the Merger Agreement, and any changes or modifications to Mr. Williams’ authority, duties or responsibilities which arise solely as a result of the Company ceasing to be a publicly-held company or the Company merging with Merger Sub I with Merger Sub I surviving as a subsidiary of Parent, in connection with the consummation of the transactions contemplated by the Merger Agreement, will not, in and of itself, constitute a “diminution in Executive’s authority, duties or responsibilities” (and, therefore, will not constitute “Good Reason”) for purposes of the Termination Exchange Right.

6.Employment Agreement Modifications.

(a)The parties agree that, effective as of the Closing, clause (a) of the definition of “Good Reason” (as defined in the Employment Agreement) shall be replaced in its entirety with the following:

“(a) diminution in Executive’s authority, duties or responsibilities as CEO of the Company or the Operating Partnership, or any adverse change in Executive’s title as CEO of the Company or the Operating Partnership;”

(b)The parties agree that a termination of Mr. Williams’ employment as a result of the Employer’s delivery, within two (2) years following the Closing Date, of a notice under Section 1.2 of the Employment Agreement that the Employment Agreement will not be renewed, will constitute a Triggering Event (as defined in the Employment Agreement).

(c)The parties intend this paragraph 6 to be binding on Mr. Williams, the Surviving Corporation, the Surviving Partnership and the Employer (and each of their successor or assigns), and each party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary to give effect to this paragraph 6.

7.Representations and Warranties. The CW Parties hereby represent and warrant to the Parent Entities as follows:

(a)The CW Parties are the beneficial owners and the only record owners of, and have good, valid and marketable title to, the Owned Units, free and clear of Liens other than as created under the Partnership Agreement, by this letter agreement or any other agreement entered into between the CW Parties and one or more Parent Entities. As of the date hereof, other than the Owned Units, the CW Parties do not own beneficially or of record, and do not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Partnership Units (or any securities convertible into or exchangeable or exercisable for any of the foregoing) or any interest therein.

(b)The CW Parties (i) except as provided in this letter agreement or any other agreement entered into between the CW Parties and one or more Parent Entities, have full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Owned Units, (ii) have not entered into any voting agreement or arrangement or voting trust with respect to any of the Owned Units that is inconsistent with its obligations pursuant to this letter agreement, (iii) have not granted a proxy, power of attorney or other authorization or consent with respect to any of the Owned Units that is inconsistent with its obligations pursuant to this letter agreement and (iv) have not entered into any Contract or other undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent the CW Parties from satisfying, their obligations pursuant to this letter agreement.

(c)To the extent a CW Party is not a natural Person, it (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this letter agreement and to consummate the transactions contemplated hereby. To the extent a CW Party is a natural Person, it has full legal capacity and authority to enter into this letter agreement and carry out its obligations hereunder. This letter agreement has been duly executed and delivered by the CW Parties and, assuming this letter agreement constitutes a legal, valid and binding obligation of the Parent Entitles, constitutes a valid and binding agreement of the CW Parties enforceable against the CW Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

(d)Other than the filings and reports pursuant to and in compliance with the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the CW Parties from, or to be given by the CW Parties to, or be made by the CW Parties with, any Governmental Entity in connection with the execution, delivery and performance by the CW Parties of this letter agreement.

(e)The execution, delivery and performance of this letter agreement by the CW Parties does not and will not constitute or result in (i) with respect to any CW Party that is not a natural Person, a breach or violation of, or a default under, the limited partnership agreement, limited liability company agreement or similar governing documents of such CW Party or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification, cancellation or acceleration (or the right of modification, cancellation or acceleration) of any obligations under or the creation of a Lien on any of the properties, rights or assets of any CW Party pursuant to any Contract binding upon any CW Party or, assuming compliance with the matters referred to in paragraph 7(d), under any applicable Law to which the any CW Party is subject, except, in the case of subparagraph (ii), for any such breach, violation, termination, default, creation or acceleration that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of the CW Parties to perform their obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other transactions contemplated by the Merger Agreement.

(f) As of the date of this letter agreement, there is no action, proceeding or investigation pending against any CW Party or, to the knowledge of the CW Parties, threatened against any CW Party that questions the beneficial or record ownership of any CW Party’s Owned Units or the validity of this letter agreement, or that could reasonably be expected to prevent or materially delay any CW Party’s ability to perform its obligations hereunder.

(g)The CW Parties understand and acknowledge that the Parent Entities are entering into the Merger Agreement in reliance upon the CW Party’s execution and delivery of this letter agreement and the representations, warranties, covenants and other agreements of the CW Parties contained herein.

8.Termination. This letter agreement shall automatically terminate upon the termination of the Merger Agreement in accordance with its terms; provided, that the provisions set forth in this paragraph 8 and paragraphs 12 through 18 shall survive the termination of this letter agreement; provided, further, nothing herein shall relieve the CW Parties of any liability for any willful breach of this letter agreement prior to such termination, provided, however, that in no event shall any CW Party have any liability for any damages resulting from a breach of this Agreement other than in connection with a willful breach of this Agreement by such CW Party.

9.Changes in capital structure. In the event of a unit split, unit dividend or distribution, or any change in the Partnership’s partnership interests by reason of any split-up, reverse unit split, recapitalization, combination, reclassification, exchange of units or the like between the date of this letter agreement and the Company Merger Effective Time, the provisions of this letter agreement shall be deemed to apply to, and include, such partnership interests as well as all such unit dividends and distributions and any securities into which or for which any or all of such partnership interests may be changed or exchanged or which are received in such transaction.

10.No Ownership Interest. Nothing contained in this letter agreement shall be deemed to vest in any Parent Entity any direct or indirect ownership or incidence of ownership of or with respect to the Owned Units held by any of the CW Parties. All rights, ownership and economic benefits of and relating to the Owned Units shall remain vested in and belong to the CW Parties, and none of the Parent Entities shall have any authority to direct the CW Parties in the voting or disposition of any of Owned Units, except as otherwise provided herein. Nothing in this letter agreement shall be interpreted as creating or forming a “group” with any other Person for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable Law.

11.Further assurances. From time to time, at Parent’s request and without further consideration, the CW Parties shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably required to effect the actions and consummate the transactions contemplated by this letter agreement.

12.Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be delivered by hand, by prepaid overnight carrier or by electronic mail to the parties hereto at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

(a) if to any CW Party:

c/o Chris Bauer

Quality Group of Companies

chris.bauer@qualitygc.com

913-312-2490

12851 Foster Street

Overland Park KS 66213

(b)if to the Parent Entities, as provided in Section 8.3 of the Merger Agreement.

13.Entire Agreement. This letter agreement, together with that certain Support Agreement, dated as of the date hereof, by and among the CW Parties and Parent (the “Support Agreement”) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. Each of the parties hereto hereby acknowledges and agrees, on behalf of itself, its affiliates and each of their respective Representatives, that, in connection with such party’s entry into this letter agreement, neither such party nor any of its affiliates or any of their respective Representatives has relied on any representations or warranties except for the representations and warranties of the CW Parties expressly set forth in paragraph 7 of this letter agreement. All representations, warranties, covenants and agreements of each CW Party shall be deemed to be joint and several representations, warranties, covenants and agreements of all CW Parties.

14.Amendments. This letter agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of the CW Parties and Parent.

15.Waivers. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of the party against which such waiver or extension is to be enforced. The failure or delay of a party to assert any of its rights under this letter agreement or otherwise shall not constitute a waiver of those rights nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

16.No Third-Party Beneficiaries. This letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this letter agreement may only be enforced against, and any suit, claim, action, investigation or proceeding that may be based upon, arise out of or relate to this letter agreement, or the negotiation, execution or performance of this letter agreement may only be made against, the Persons expressly party hereto.

17.Non-Recourse. Each CW Party agrees that it has no right of recovery against, and no personal liability shall attach to, any of the Released Parties (other than Parent, Merger Sub I or Merger Sub II to the extent provided in this letter agreement), through Parent, Merger Sub I or Merger Sub II or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent, Merger Sub I or Merger Sub II against any Released Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, whether in contract, tort or otherwise. In no event shall the CW Parties seek to enforce this letter agreement against, make any claims for breach of this letter agreement against, or seek to recover damages from, any Released Party (other than Parent, Merger Sub I or Merger Sub II to the extent provided in this letter agreement).

18.Miscellaneous. Sections 5.7, 8.2(b), 8.7 and 8.11 of the Merger Agreement are hereby incorporated by reference into this letter agreement as if set forth herein, mutatis mutandis.

*       *       *       *       *

Very truly yours,
CW Parties
By:	/s/Chad L. Williams
	Chad L. Williams
Chad L. Williams 2020 Insurance Trust u/t/a dated January 29, 2020
By:	/s/Norma J. Williams
Name:	Norma J. Williams
Title:	Trustee
JCD Trust u/t/a dated December 22, 2020
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Trustee
Norma J. Williams 2020 Insurance Trust u/t/a dated January 29, 2020
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee

Quality Investment Group QTS II, LLC
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Manager
Williams Nonexempt Family Trust u/t/a dated December 22, 2014
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee
Chad L. Williams 2019 GRAT #2 u/t/a dated June 10, 2019
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee
Chad L. Williams 2019 GRAT u/t/a dated April 8, 2019
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee

Chad L. Williams 2020 GRAT u/t/a dated July 8, 2020
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee
Williams Nonexempt Gifting Trust u/t/a dated February 9, 2016
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee
NDT No. 1 u/t/a dated October 4, 2013
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Trustee
NDT No. 2 u/t/a dated October 4, 2013
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Trustee

NDT No. 3 u/t/a dated October 4, 2013
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Trustee
Williams Family Trust u/t/a dated December 13, 2012
By:	/s/ Mark Westhoff
Name:	Mark Westhoff
Title:	Business trustee
Quality Technology Group, LLC
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Member
Chad L. Williams Revocable Trust u/t/a dated December 13, 2012
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Settlor and Trustee

Quality Investment Group QTS, LLC
By:	/s/Chad L. Williams
Name:	Chad L. Williams
Title:	Member

Agreed and acknowledged by:
VOLT UPPER HOLDINGS LLC
By:	/s/Greg Blank
Name:	Greg Blank
Title:	Senior Managing Director and Vice President
By:	/s/ Mike Forman
Name:	Mike Forman
Title:	Managing Director and Vice President
VOLT LOWER HOLDINGS LLC
By: Volt Upper Holdings LLC, its sole member
By:	/s/Greg Blank
Name:	Greg Blank
Title:	Senior Managing Director and Vice President
By:	/s/ Mike Forman
Name:	Mike Forman
Title:	Managing Director and Vice President
VOLT ACQUISITION LP
By: Volt Acquisition GP LLC, its general partner
By:	/s/Greg Blank
Name:	Greg Blank
Title:	Senior Managing Director and Vice President
By:	/s/ Mike Forman
Name:	Mike Forman
Title:	Managing Director and Vice President